Dive Brief:
- Canfield, Ohio-based Farmers National Bank Corp. will acquire in-state peer Middlefield Banc Corp. in a $299 million, all-stock transaction expected to close in the first quarter of 2026, the companies said Wednesday.
- With the acquisition of Middlefield Bank, Farmers National Bank will have about $7.4 billion in assets, $5 billion in loans, $6.1 billion in deposits and 84 locations throughout Ohio and western Pennsylvania.
- The deal – which would be Farmers’ seventh bank acquisition in the last decade, and its largest by bank assets – deepens its presence in northeast Ohio and expands its footprint across central and western Ohio.
Dive Insight:
Farmers has $5.2 billion in assets and 62 branches. The deal also bolsters Farmers’ presence in the Columbus region, “where we are making strategic investments to expand in Ohio’s largest and fastest-growing market,” Farmers CEO and Kevin Helmick said in a news release.
Under the deal, Middlefield investors will receive 2.6 shares of Farmers common stock. The transaction’s $299 million value is based on Farmers’ closing share price of $13.91 from Monday – meaning Middlefield investors could fetch $36.17 per share.
Once the deal closes, Farmers intends to appoint two Middlefield directors to its board.
“We are working toward a conversion date in August of 2026,” Helmick said during an investor call Wednesday to discuss the deal.
Middlefield counts $1.98 billion in assets, $1.6 billion in loans and $1.6 billion in deposits as of Sept. 30 and has 21 branches, mainly concentrated in central and northeast Ohio.
The combination will result in a “more diversified” bank with greater scale, Helmick said in the release. “The merger brings together two high-performing community banks with complementary markets, shared values, and a common vision for growth.”
The deal is projected to have a tangible book value dilution of 4.4% and an earnback period of less than three years, according to an investor presentation.
Middlefield customers “will benefit from a broader suite of financial products and advanced digital capabilities, while continuing to receive the same personalized service and local decision-making that define our culture,” Middlefield CEO Ronald Zimmerly Jr. said in the release. “This merger enhances our ability to grow and support our stakeholders and deliver meaningful value for our shareholders.”
During the investor call Wednesday, an analyst asked executives about the deal’s impact on Farmers’ growth rate, noting “you guys haven’t been growing a whole lot for a while.”
For the third quarter, Farmers reported loans grew 1.7% year over year, to $3.34 billion. Middlefield, by comparison, recorded a 6.8% increase in loans, to $1.61 billion, according to the bank’s third-quarter results.
“This was one of the reasons that we found Middlefield to be attractive, with the Columbus market, the way they’ve been growing loans over the last couple of years,” CFO Troy Adair said during the call. “We felt that this would enhance our ability to grow organically.”
Farmers opened a loan production office in the Columbus suburb of Dublin in 2023. Executives made it clear they view Middlefield’s Columbus presence – where the bank has six branches and $162.5 million in deposits – as an accelerant to Farmers’ growth in that market.
Columbus “is on a national stage, from their economic development and growth perspective,” Helmick said during the call, “so adding it to what we now consider the triangle of Cleveland, Pittsburgh and Columbus creates a fair bit of excitement for us.”
Farmers is also transitioning to a new core platform, with provider Jack Henry. The bank incurred an upfront charge of $3.1 million in the third quarter tied to that, but expects the move will result in $2 million of annual savings once the conversion is complete in August 2026, Adair said.